Companies Act, 2008 (Act No. 71 of 2008)

Companies Regulations, 2011

Chapter 4 : Offerings of Company Securities

Part C : Items required to be included in a Prospectus

80. Requirements for prospectus of mining company

This regulation applies only to a prospectus contemplated in regulation 56, and then only if the prospectus offers securities—

(a)

issued or to be issued by a mining company; or

(b)

to raise capital in order to directly or indirectly acquire a mining company or its securities or business.

(2)

In this regulation, "mining company" includes a company that carries on or proposes to carry on mining, development or prospecting for or exploitation of any mineral resources, or that acquires or proposes to acquire any mineral rights thereto or options thereon.

(3)

Section 3 of a prospectus contemplated in sub-regulation (1) must include, or have appended to it, the following additional items:

(a)

a report by an expert containing information appropriate to the subject matter of the prospectus and including with respect to each mining company or asset, as applicable —

(i)

a statement describing briefly the geological characteristics of the occurrence;

(ii)

details of previous mining operations and production relevant to the workability and payability of the proposed mining operations;

(iii)

survey, drilling and borehole results;

(iv)

ore reserves, and reserves; and

(v)

an interpretation of the information available with reference to the viability of the project.

(b)

any material information not otherwise required by Part B or this Part of this Chapter relating to the mineral rights, or any other right to mine, mining title, including any Government mining lease, and immovable property available for the mine, including with respect to each mining company or asset, as applicable—

(i)

whether the aforesaid is owned by the company, or in process of transfer or is under option or lease;

(ii)

the name of the farm on and district in which each is situated;

(iii)

the area of each;

(iv)

the aggregate price or other consideration for which they were or are to be acquired;

(v)

relevant details of any option as aforesaid; and

(c)

a statement by the directors of the plans, with respect to each mining company or asset, for reaching the production stage or for increasing output, including information regarding—